U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended May 31, 2000
Commission file no. 0-26475

                            ORANGE PRODUCTIONS, INC.
          ------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

         Florida                                             65-0790763
------------------------------------                  -----------------------
(State or other jurisdiction of                            (I.R.S.Employer
incorporation or organization)                            Identification No.)

222 Lakeview Avenue, Suite 113                                  33401
-------------------------------------                 -----------------------
(Address of principal executive offices)                    (Zip Code)

Issuer's telephone number: (404) 321-1192

Securities to be registered under Section 12(b) of the Act:

     Title of each class                              Name of each exchange
                                                        on which registered
         None                                                 None
-----------------------------------               -----------------------------

Securities to be registered under Section 12(g) of the Act:

                    Common Stock, $.0001 par value per share
            --------------------------------------------------------
                                (Title of class)

Copies of Communications Sent to:

                                   Donald F. Mintmire
                                   Mintmire & Associates
                                   265 Sunrise Avenue, Suite 204
                                   Palm Beach, FL 33480
                                   Tel: (561) 832-5696 - Fax: (561) 659-5371

<PAGE>



         Indicate by Check whether the issuer (1) filed all reports  required to
be filed by  Section 13 or 15(d) of the  Exchange  Act during the past 12 months
(or for such  shorter  period  that the  registrant  was  required  to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.
                           Yes    X         No
                                 ---            ---

         As of May 31, 2000,  there are 2,054,000  shares of voting stock of the
registrant issued and outstanding.





<PAGE>



                                     PART I

Item 1. Financial Statements



                          INDEX TO FINANCIAL STATEMENTS



Balance Sheets..........................................................F-2

Statements of Operations................................................F-3

Statements of Stockholders' Equity......................................F-4

Statements of Cash Flows................................................F-5

Notes to Financial Statements...........................................F-6



















<PAGE>


<TABLE>
<CAPTION>
                            Orange Productions, Inc.
                        (A Development Stage Enterprise)
                                 Balance Sheets




                                                                   February 29,          May 31,
                                                                       2000               2000
                                                               -----------------   ---------------
                                                                                     (unaudited)
<S>                                                            <C>                 <C>
                                  ASSETS
CURRENT ASSETS
   Cash                                                        $          12,288   $        12,059
                                                               -----------------   ---------------

     Total current assets                                                 12,288            12,059
                                                               -----------------   ---------------

Total Assets                                                   $          12,288   $        12,059
                                                               =================   ===============

                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accrued expenses                                            $               0   $         4,500
   Accrued expenses - related party                                        4,160             4,160
                                                               -----------------   ---------------

     Total current liabilities                                             4,160             8,660
                                                               -----------------   ---------------

Total Liabilities                                                          4,160             8,660
                                                               -----------------   ---------------

STOCKHOLDERS' EQUITY
   Preferred stock, $0.0001 par value, authorized
     10,000,000 shares:
      none issued                                                              0                 0
   Common stock, $0.0001 par value, authorized
     50,000,000 shares:
      2,054,000 issued and outstanding                                       206               206
   Additional paid-in capital                                             20,134            20,134
   Deficit accumulated during the development stage                      (12,212)          (16,941)
                                                               -----------------   ---------------

     Total Stockholders' Equity                                            8,128             3,399
                                                               -----------------   ---------------

Total Liabilities and Stockholders' Equity                     $          12,288   $        12,059
                                                               =================   ===============
</TABLE>




               The accompanying notes are an integral part of the
                             financial statements.

                                       F-2









<PAGE>


<TABLE>
<CAPTION>
                            Orange Productions, Inc.
                        (A Development Stage Enterprise)
                            Statements of Operations
                           Three Months Ended May 31,
                                   (Unaudited)



                                                                                                   Period from
                                                                                                  May 20, 1998
                                                                                                   (Inception)
                                                                                                     through
                                                                2000              1999            May 31, 2000
                                                          ----------------- ----------------- ---------------------
<S>                                                       <C>               <C>               <C>
Revenues                                                  $               0 $               0 $                   0
                                                          ----------------- ----------------- ---------------------

Expenses
   General and administrative                                           229               384                   950
   Consulting fees - related party                                        0                 0                 1,165
   Professional fees                                                  4,500                 0                11,917
   Professional fees - related party                                      0                 0                 3,160
                                                          ----------------- ----------------- ---------------------

        Total expenses                                                4,729               384                17,192
                                                          ----------------- ----------------- ---------------------

Loss from operations                                                 (4,729)             (384)              (17,192)

Other income (expense)
    Interest income                                                       0                68                   251
                                                          ----------------- ----------------- ---------------------

Net loss                                                  $          (4,729)$            (316)$             (16,941)
                                                          ================= ================= =====================
Net loss per weighted average share, basic                $           (0.01)            (0.01)
                                                          ================= =================
Weighted average number of shares                                 2,054,000         2,054,000
                                                          ================= =================
</TABLE>










               The accompanying notes are an integral part of the
                             financial statements.

                                       F-3













<PAGE>



<TABLE>
<CAPTION>
                            Orange Productions, Inc.
                        (A Development Stage Enterprise)
                       Statements of Stockholders' Equity
                      Period from May 20, 1998 (Inception)
                              through May 31, 2000



                                                                                                      Deficit
                                                                                                    Accumulated
                                                                                      Additional    During the         Total
                                                  Number of    Preferred     Common    Paid-in      Development    Stockholders'
                                                    Shares       Stock       Stock     Capital         Stage          Equity
                                                 ------------ ------------ ---------- ------------ --------------- ---------------
<S>                                              <C>          <C>          <C>        <C>          <C>             <C>
BEGINNING BALANCE, May 20, 1998                             0 $          0 $        0 $          0 $             0 $             0

Year Ended February 28, 1999:
----------------------------
     May 1998 - services ($0.0001/sh)               1,650,500            0        165           0               0             165
     May 1998 - cash ($0.05/sh)                         4,000            0          1         199               0             200
     June 1998  - cash ($0.05/sh)                      56,000            0          6       2,794               0           2,800
     September 1998 - cash ($0.05/sh)                 343,500            0         34      17,141               0          17,175

Net loss                                                    0            0          0           0          (8,663)         (8,663)
                                                 ------------ ------------ ---------- ------------ --------------- ---------------

BALANCE, February 28, 1999                          2,054,000            0        206      20,134          (8,663)         11,677

Year Ended February 29, 2000:
----------------------------

Net loss                                                    0            0          0           0          (3,549)         (3,549)
                                                 ------------ ------------ ---------- ------------ --------------- ---------------

BALANCE, February 29, 2000                          2,054,000            0        206      20,134         (12,212)          8,128

Three Months Ended May 31, 2000: (unaudited)
-------------------------------

Net loss                                                    0            0          0           0          (4,729)         (4,729)
                                                 ------------ ------------ ---------- ------------ --------------- ---------------

ENDING BALANCE, May 31, 2000
(unaudited)                                         2,054,000 $          0 $      206 $     20,134 $       (16,941)$         3,399
                                                 ============ ============ ========== ============ =============== ===============
</TABLE>





               The accompanying notes are an integral part of the
                             financial statements.

                                       F-4






<PAGE>



<TABLE>
<CAPTION>
                            Orange Productions, Inc.
                        (A Development Stage Enterprise)
                         Statements of Cash Flows Period
               from May 20, 1998 (Inception) through May 31, 2000
                                   (Unaudited)



                                                                                                         Period from
                                                                                                        May 20, 1998
                                                                                                         (Inception)
                                                                                                           through
                                                                         2000              1999         May 31, 2000
                                                                   ----------------   --------------  ----------------
<S>                                                                <C>                <C>             <C>
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:

Net loss                                                           $         (4,729)  $         (316) $       (16,941)
Adjustments to reconcile net loss to net cash used by
development activities
       Stock issued in lieu of cash - related party                               0                0              165
Changes in assets and liabilities
       (Increase) decrease  in accrued interest receivable                        0              184                0
       Increase (decrease) in accrued expenses                                4,500                0            4,500
       Increase in accrued expenses - related party                               0                0            4,160
                                                                   ----------------   --------------  ----------------
Net cash used by development activities                                        (229)            (132)          (8,116)
                                                                   ----------------   --------------  ----------------

CASH FLOW FROM INVESTING ACTIVITIES:
       Increase in issuance of loan receivable                                    0                0          (10,000)
       Repayment of loan receivable                                               0           10,000           10,000
                                                                   ----------------   --------------  ----------------
Net cash used by investing activities                                             0           10,000                0
                                                                   ----------------   --------------  ----------------

CASH FLOW FROM FINANCING ACTIVITIES:
     Proceeds from issuance of common stock                                       0                0           20,175
                                                                   ----------------   --------------  ----------------

Net cash provided by financing activities                                         0                0           20,175
                                                                   ----------------   --------------  ----------------

Net increase (decrease) in cash                                                (229)           9,868           12,059

CASH, beginning of period                                                    12,288            9,993                0
                                                                   ----------------   --------------  ----------------

CASH, end of period                                                $         12,059   $       19,861  $         12,059
                                                                   ================   ==============  ================
</TABLE>










               The accompanying notes are an integral part of the
                             financial statements.

                                       F-5






<PAGE>



                            Orange Productions, Inc.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
                  (Information with respect to the three months
                   ended May 31, 2000 and 1999 is unaudited)


(1) Summary of Significant Accounting Principles
      The Company   Orange  Productions, Inc. is a Florida chartered development
         stage corporation which conducts business from its headquarters in Palm
         Beach, Florida.  The Company was incorporated on May 20, 1998.

         The  Company  has not  yet  engaged  in its  expected  operations.  The
         Company's future  operations will be to provide graphic art services to
         various consumer groups.  Current activities include raising additional
         equity and  negotiating  with  potential key personnel and  facilities.
         There  is  no  assurance   that  any  benefit  will  result  from  such
         activities.  The Company will not receive any operating  revenues until
         the commencement of operations, but will nevertheless continue to incur
         expenses until then.

         The  financial   statements  have  been  prepared  in  conformity  with
         generally accepted  accounting  principles.  In preparing the financial
         statements,  management is required to make  estimates and  assumptions
         that affect the reported  amounts of assets and  liabilities  as of the
         date of the statements of financial condition and revenues and expenses
         for the period then ended. Actual results may differ significantly from
         those estimates.

         The following  summarize the more significant  accounting and reporting
policies and practices of the Company:

         a) Start-up costs Costs of start-up activities,  including organization
         costs,  are  expensed as  incurred,  in  accordance  with  Statement of
         Position (SOP) 98-5.

         b) Net loss per share Basic is computed by dividing the net loss by the
         weighted average number of common shares outstanding during the period.

         c) Interim financial information The financial statements for the three
         months  ended  May 31,  2000 and 1999 are  unaudited  and  include  all
         adjustments  which in the opinion of management  are necessary for fair
         presentation,  and  such  adjustments  are of a  normal  and  recurring
         nature.  The results for the three months are not  indicative of a full
         year results.

(2)      Stockholders'  Equity The Company has authorized  50,000,000  shares of
         $0.0001 par value  common  stock and  10,000,000  shares of $0.0001 par
         value preferred stock. Rights and privileges of the preferred stock are
         to be  determined  by the Board of  Directors  prior to  issuance.  The
         Company had 2,054,000 and 0 shares of common and preferred stock issued
         and outstanding, respectively, at May 31, 2000. The Company, on May 20,
         1998, issued 1,650,500  restricted shares to its Officers and Directors
         for the value of services  rendered in connection with the organization
         of the Company.  In May, 1998, the Company issued 4,000 shares at $0.05
         per share for $200 in cash.  In June 1998,  the Company  issued  56,000
         shares of  common  stock at $0.05  per  share  for  $2,800 in cash.  In
         September  1998,  the Company  issued 343,500 shares at $0.05 per share
         for $17,175 in cash.

(3)      Income Taxes Deferred income taxes  (benefits) are provided for certain
         income and expenses which are  recognized in different  periods for tax
         and financial  reporting  purposes.  The Company has net operating loss
         carry-  forwards  for income tax  purposes  of  approximately  $16,900,
         expiring $8,700, $3,500 and $4,700 at February 28, 2019, 2020 and 2021.

         The  amount  recorded  as  deferred  tax  assets as of May 31,  2000 is
         $2,500,  which  represents  the  amount  of tax  benefit  of  the  loss
         carryforward. The Company has established a valuation allowance against
         this  deferred tax asset,  as the Company has no history of  profitable
         operations.

                                       F-6


<PAGE>




                            Orange Productions, Inc.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
                  (Information with respect to the three months
                   ended May 31, 2000 and 1999 is unaudited)

(4)      Going Concern As shown in the accompanying  financial  statements,  the
         Company incurred a net loss of $16,900 for the period from May 20, 1998
         (Inception)  through  May 31,  2000.  The  ability  of the  Company  to
         continue as a going concern is dependent upon commencing operations and
         obtaining additional capital and financing. The financial statements do
         not include any  adjustments  that might be necessary if the Company is
         unable to continue as a going concern. The Company is currently seeking
         financing to allow it to begin its planned operations.

(5) Related parties
         Counsel to the Company  indirectly  owns 114,500  shares of the Company
         through the 100% sole ownership of the common stock of another  company
         that has invested in the Company.

         As of May 31,  2000,  the  Company  owed  legal  counsel  for  services
         performed in the amount of $3,160,  and owed the former Vice  President
         and former  Director  of the  Company  $1,000 for  consulting  services
         rendered.  These  amounts are  presented in Accrued  expenses - related
         party.











                                       F-7



<PAGE>



Item 6. Management's Discussion and Analysis or Plan of Operation

         Since  its  inception,  the  Company  has  conducted  minimal  business
operations except for organizational and capital raising activities. The Company
has not realized any revenues since its inception.  As a result,  from inception
May 1998  through May 31, 2000 the Company  generated  cumulative  net losses of
$16,941.  Due to the Company's limited operating history and limited  resources,
among other factors, there can be no assurance that profitability or significant
revenues on a quarterly or annual basis will occur in the future.

         If the Company is unable to generate sufficient revenue from operations
to implement its expansion  plans,  management  intends to explore all available
alternatives  for debt and/or  equity  financing,  including  but not limited to
private and public securities offerings.  The Company has set a goal of $500,000
in business revenues in the next twelve (12) months to satisfy cash requirements
and to justify expansion plans.

          Mr.  Peroulas,  at least  initially,  will be solely  responsible  for
developing  OPI's  business.  However,  at such  time,  if ever,  as  sufficient
operating  capital becomes  available,  management  expects to employ additional
staffing  and  marketing  personnel.   In  addition,   the  Company  expects  to
continuously  engage in market  research in order to monitor new market  trends,
seasonality  factors and other  critical  information  deemed  relevant to OPI's
business.

         In addition, at least initially,  the Company intends to operate out of
the home of Mr.  Peroulas.  Thus, it is not  anticipated  that OPI will lease or
purchase office space in the foreseeable future. OPI may in the future establish
its own facilities  and/or acquire  equipment if the necessary  capital  becomes
available.

Results of Operations - Full Quarters  Ending May 31, 1999 and 2000

Revenues

         Revenues  for the three month period ended May 31, 1999 was $ 0 and for
the three month period ending May 31, 2000 was $ 0.

Operating Expenses

         Operating  Expenses  for the three (3) months  ending May 31, 2000 were
$4,729  versus $384 for the three (3) months  ending May 31, 1999.  Net loss was
$4,729  and  $384  respectively.  This  change  resulted  from  an  increase  in
organizational expenses related primarily to professional fees.

Assets and Liabilities

         Assets were  $12,059 as of May 31,  2000.  As of May 31,  2000,  assets
consisted entirely of cash.  Liabilities were $8,660 May 31, 2000. As of May 31,
2000, liabilities consisted primarily of accrued expenses.

Stockholders' Equity

         Stockholders' equity  was  $3,399 as of May 31, 2000.  The  Company had
2,054,00 shares of common stock issued and outstanding at May 31, 2000.

                                       10

<PAGE>



Financial Condition, Liquidity and Capital Resources

         At May 31, 2000 the Company had cash on hand of $12,059.

Year 2000 Compliance

         The Year 2000 Issue is the result of potential  problems  with computer
systems or any equipment  with computer  chips that use dates where the date has
been stored as just two digits (e.g. 98 for 1998). On January 1, 2000, any clock
or date recording  mechanism  including date sensitive  software which uses only
two digits to represent the year,  may have  recognized the date using 00 as the
year 1900 rather than the year 2000.  This may have resulted in a system failure
or  miscalculations  causing  disruption of  operations,  including  among other
things, a temporary inability to process transactions,  send invoices, or engage
in similar activities.

         The Company has confirmed that its systems are Year 2000 Compliant.  It
has experienced no Y2K problems to date.

         The Company  believes that it has  disclosed  all required  information
relative to Year 2000 issues relating to its business and  operations.  However,
there can be no  assurance  that the  systems  of other  companies  on which the
Company's systems rely also will be timely converted or that any such failure to
convert by another  company  would not have an adverse  affect on the  Company's
systems.

Forward-Looking Statements

         This Form  10-QSB  includes  "forward-looking  statements"  within  the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities  Exchange Act of 1934, as amended.  All statements,  other
than  statements of historical  facts,  included or incorporated by reference in
this Form 10-QSB which  address  activities,  events or  developments  which the
Company expects or anticipates  will or may occur in the future,  including such
things as future capital expenditures (including the amount and nature thereof),
finding suitable merger or acquisition  candidates,  expansion and growth of the
Company's  business and operations,  and other such matters are  forward-looking
statements.  These statements are based on certain assumptions and analyses made
by the  Company in light of its  experience  and its  perception  of  historical
trends,  current  conditions and expected  future  developments as well as other
factors it believes  are  appropriate  in the  circumstances.  However,  whether
actual results or developments will conform with the Company's  expectations and
predictions is subject to a number of risks and uncertainties,  general economic
market and business  conditions;  the business  opportunities  (or lack thereof)
that  may be  presented  to and  pursued  by the  Company;  changes  in  laws or
regulation;  and other  factors,  most of which are  beyond  the  control of the
Company.  Consequently,  all of the forward-looking statements made in this Form
10-QSB  are  qualified  by  these  cautionary  statements  and  there  can be no
assurance  that the actual  results or  developments  anticipated by the Company
will be realized  or, even if  substantially  realized,  that they will have the
expected consequence to or effects on the Company or its business or operations.
The  Company   assumes  no  obligations  to  update  any  such   forward-looking
statements.

                                       11

<PAGE>




PART II

Item 1. Legal Proceedings.

         The Company knows of no legal  proceedings to which it is a party or to
which any of its  property  is the  subject  which are  pending,  threatened  or
contemplated or any unsatisfied judgments against the Company.

Item 2. Changes in Securities and Use of Proceeds

         None

Item 3. Defaults in Senior Securities

         None

Item 4. Submission of Matters to a Vote of Security Holders.

         No matter was submitted during the quarter ending May 31, 2000, covered
by this report to a vote of the Company's shareholders, through the solicitation
of proxies or otherwise.

Item 5. Other Information

         None

Item 6. Exhibits and Reports on Form 8-K

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
         S-B, as described in the following index of exhibits,  are incorporated
         herein by reference, as follows:

Exhibit No.             Description
----------------------------------------------------------------------
3(i).1            Articles of Incorporation of OPI effective May 20, 1998

3(ii).1           Bylaws of OPI

27.1              *        Financial Data Schedule
----------------

(1)  Incorporated herein by reference to the Company's Registration Statement on
     Form 10-SB.

*    Filed herewith

     (b) No  Reports on Form 8-K were filed  during  the  quarter  ended May 31,
2000.




                                       12

<PAGE>


                                   SIGNATURES
                                   ----------

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.


                            ORANGE PRODUCTIONS, INC..
                                  (Registrant)



Date: July 24, 2000           By: /s/ Sam Peroulas
                               --------------------------------------
                              Sam Peroulas, President, Secretary,
                              Chief Executive Officer & Director















                                       13